California Corporate & Securities Law

Suppose you are a real estate developer with two buildings and you anticipate that investors in each building will have different investment objectives. If the buildings are placed in a single limited liability company, each building will be subject...

Directors With Super Powers

Previously, I've written about the constitutional problem arising from the legislature's attempt to bring all existing LLCs under the newly enacted Revised Uniform Limited Liability Company Act (aka RULLCA).  See California’s New LLC Act – Call Me...

In California, employees who blow the whistle are protected from retaliation by Labor Code § 1102.5(b) which provides:

As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state. Foreign corporations and limited liability companies must register with the Secretary of State if they transact intrastate...

In 628 in the Gurjar capital city of Bhillamala (now, Bhinmal, India), the mathemetician Brahmagupta set out to explain how zero and negatives numbers work.  In his book, Brahmasphutasiddhanta, he set forth the rule that the product of two negative...

Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers. Often, these provisions include a statement to the effect that the rights to indemnification are a contract right....

This month, I revisited the Huntington Library in San Marino, California. Among other things, I wanted to have another look at the Shield of Achilles, John Flaxman's magnificent re-imagining of the shield crafted by Hephaestus and brought to...

Last week, I wrote about a proposal by the Nevada Secretary of State to ban the establishment of  a corporation for an "illicit purpose".  Currently, Nevada specifically authorizes the formation of corporations to transact any "lawful" business and...